Kansas Notice of Demand for Assurance of Performance and an Indemnity Bond

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If a party to a contract has certain duties to perform under that contract and then transfers these duties to another person who is to perform them, there is a delegation of duties. Section 2-609 of the Uniform Commercial Code imposes an obligation on each party that the other's expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party the other may in writing demand adequate assurance of due performance and until he receives such assurance may if commercially reasonable suspend any performance for which he has not already received the agreed return.


Between merchants the reasonableness of grounds for insecurity and the adequacy of any assurance offered shall be determined according to commercial standards.

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FAQ

Comment: Under the Uniform Commercial Code (UCC), when a party to an agreement for the purchase or sale of goods has reasonable grounds to believe its counterparty will not perform as promised, the party may make a written demand for assurance of due performance from the counterparty.

Statute of limitations in contracts for sale. (1) An action for breach of any contract for sale must be commenced within four years after the cause of action has accrued. By the original agreement the parties may reduce the period of limitation to not less than one year but may not extend it.

For example, a seller that finds out that the buyer is in breach of its agreements with other sellers may have a reasonable basis for seeking adequate assurance regarding its own contract. The seller's insecurity must be based on an objective standard and not the seller's subjective belief.

In order to preserve your contract rights?in particular where you have negotiated favorable terms?it is important that you: (1) respond quickly, (2) attack the grounds for any claimed need for "adequate assurances," (3) provide adequate assurances (but without creating new demands that ruin the economics of your deal), ...

Under UCC Section 2-609, a party to a contract has the right to demand adequate assurance of performance from a distressed counterparty. This demand usually takes the form of a letter known as a demand for adequate assurance letter.

When reasonable grounds for insecurity arise with respect to the performance of either party the other may in writing demand adequate assurance of due performance and until he receives such assurance may if commercially reasonable suspend any performance for which he has not already received the agreed return.

(1) An action for default under a lease contract, including breach of warranty or indemnity, must be commenced within four years after the cause of action accrued. By the original lease contract the parties may reduce the period of limitation to not less than one year.

(1) A contract for sale imposes an obligation on each party that the other's expectation of receiving due performance will not be impaired.

More info

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Kansas Notice of Demand for Assurance of Performance and an Indemnity Bond